Mercedes-Benz Financial Services Canada
Corporation ("MBFSC"), completed an
offering of $522,930,000 of asset-backed
notes collateralized by a pool of over 14,000
Canadian retail auto lease contracts and
the related new and used vehicles. MBFSC,
the Canadian financial services provider
for the Daimler group, will service the
2019-A portfolio.
MBARC financed the securitization
transaction by completing a private place-
ment in Canada, together with a concur-
rent Rule 144A offering in the United
States, of three classes of Series 2019-A
Asset-Backed Notes. CIBC World Mar-
kets Inc, RBC Dominion Securities Inc.,
Scotia Capital Inc., and TD Securities
Inc. and their respective US registered
broker dealer affiliates acted as agents in
respect of the private placements of the
Notes. All three classes of Notes received
AAA(sf ) and AAA(sf ) ratings from
DBRS and Fitch, respectively.
MBARC and MBFSC were represent-
ed by Blake, Cassels & Graydon LLP
with a team that included Michael Burke,
Adam Jackson, Danielle Butler, and Sta-
cey Conway (Structured Finance), Markus
Viirland, Alex MacMillan, and Jonathan
York (Securities), and Sabrina Wong (Tax).
Sidley Austin LLP was US counsel to
MBARC and MBFSC with a team that
included Dale Lum and Siegfried Knopf
(Structured Finance). MBFSC was repre-
sented in-house by Hina Latif, Vice Presi-
dent, General Counsel and Secretary.
e agents were represented in Canada
by Stikeman Elliott LLP with a team
that included Mark McElheran and Ag-
grey Semi (Structured Finance) and in the
United States by Mayer Brown LLP with
a team that included Julie Gillespie and Jes-
sie Dougher (Banking and Finance).
BAUSCH HEALTH COMPANIES INC.
AND BAUSCH HEALTH AMERICAS,
INC. COMPLETE US$1.5B SENIOR
NOTES FINANCINGS
CLOSING DATE: MARCH 8, 2019
On March 8, 2019, Bausch Health Com-
panies Inc. (NYSE/TSX: BHC) (the
"Company") completed its issuance and
sale of US$500-million aggregate prin-
ciple amount of its new 5.750% Senior
Secured Notes due 2027 (the "Secured
Notes") and Bausch Health Americas, Inc.
(BHA), the Company's wholly-owned in-
direct subsidiary, completed its issuance
and sale of US$1.0 billion aggregate prin-
cipal amount of its add-on 8.500% Senior
Unsecured Notes due 2027 (the "Unse-
cured Notes," and together with the Se-
cured Notes, the "Notes") (such offerings,
the "Notes Offerings").
e Unsecured Notes are additional
notes and form part of the same series as
BHA's existing 8.500% senior notes due
2027. e proceeds of the Notes Offer-
ings, along with cash on hand, were used to
repurchase $1,500 million aggregate pur-
chase price of outstanding notes pursuant
to the Company's contemporaneous debt
tender offers (including the Company's
outstanding 5.625% Senior Notes due
2021, 5.50% Senior Notes due 2023 and
5.875% Senior Notes due 2023), and to pay
related fees and expenses.
e initial purchasers' syndicate for the
Notes Offerings was led by J.P. Morgan
(lead le), Barclays, Goldman Sachs &
Co. LLC, Citigroup, Deutsche Bank Se-
curities, DNB Markets, Morgan Stanley
and RBC Capital Markets, as joint book-
running managers. J.P. Morgan Securi-
ties LLC served as dealer manager for the
tender offer. Bausch Health's internal legal
team was led by Judah Bareli, Senior Direc-
tor, Legal Affairs (New Jersey), and Daniel
Yelin, Senior Director, Business & Legal
Affairs (Montréal).
Norton Rose Fulbright Canada LLP
acted as counsel to Bausch Health Com-
panies Inc. and Bausch Health Americas,
Inc. through its office in Montréal. Norton
Rose Fulbright's team was led by Pete Wi-
azowski and included Lady Africa Shep-
pard, omas Nichols, Julia Godolphin
and Dan Ton-at. Derek Chiasson ad-
vised regarding Canadian tax matters.
Blake, Cassels & Graydon LLP was
counsel to the initial purchasers, with a
team led by Ralph Lindzon and that in-
cluded Gordon McKenna. Casey Rich-
ardson-Scott advised regarding Canadian
tax matters. In the United States, Bausch
Health was represented by Davis Polk &
Wardwell LLP, with a team led by Mi-
chael Kaplan. e initial purchasers were
represented in the United States by Cahill
Gordon & Reindel LLP, with a team led
by Josiah Slotnik.
INDUSTRIAL GROWTH PARTNERS
COMPLETES RECAPITALIZATION
OF THE REDCO GROUP IN PART-
NERSHIP WITH MANAGEMENT
CLOSING DATE: DECEMBER 17, 2018
On December 17, 2018, Industrial Growth
Partners ("IGP"), completed the recapital-
ization of the Redco Group of companies
("Redco") in partnership with Redco's
management. e financial terms of the
transaction were undisclosed.
Headquartered in Edmonton, Redco
is the leading independent player within
the Canadian pressure control equipment
market. e company provides a full suite
of wellhead, frac completion products, and
related services. Redco designs its products
internally and maintains world-class man-
ufacturing capabilities.
Industrial Growth Partners, founded
in 1997, is a San Francisco-based specialist
private investment partnership with $2.2
billion of equity capital raised since incep-
tion. e firm invests exclusively in middle-
market companies in the industrial sector
in partnership with management teams.
IGP was represented by Stikeman El-
liott LLP with a team that included John
Leopold, Kim Le, Marc William Carroth-
ers, Luke Sinclair and Chelsea Pellegrino
(Corporate), Frank Mathieu and Adam
Drori (Tax), Howard Rosenoff and Léa
Bénitah-Bouchard (Banking), Michael
Laskey (Investment Canada Act & Com-
petition), Catherine Grygar and Meaghan
Simister (Real Estate), Kris Noonan and
Alain Saint-Onge (Employment), Allyson
Marta (Pensions & Benefits), Larry Cobb
(Environment) and Jonathan Auerbach
(Intellectual Property).
Redco was represented by Duncan Craig
LLP, with a team that included Percy Ody-
nak, QC (Banking), Ross Swanson, Jeff Fix-
sen and Mark Baergen (Corporate).
LEXPERT MAGAZINE
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APRIL 2019 11
